UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
DIXIE YARNS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $3.00 PER SHARE
(Title of Class of Securities)
255579-10-4
(CUSIP Number)
John F. Henry, Jr.
Witt, Gaither & Whitaker, P.C.
1100 American National Bank Building
Chattanooga, TN 37402
615-265-8881
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 10, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("ACT") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
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SCHEDULE 13D
CUSIP NO. 255579-10-4 PAGE 2 OF 6 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. CARTTER FRIERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (A) [ ]
(B) [X ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER OF 7. SOLE VOTING POWER
SHARES 211,340
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 370,452
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 211,340
PERSON 10. SHARED DISPOSITIVE POWER
WITH 370,452
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
581,792
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.44%
14. TYPE OF REPORTING PERSON
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
2
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "STATEMENT") relates
to the Common Stock, par value $3.00 per share (the "COMMON
STOCK"), of Dixie Yarns, Inc., a Tennessee corporation (the
"ISSUER"), the principal executive offices of which are
located at 1100 South Watkins Street, Chattanooga, Tennessee
37404.
ITEM 2. IDENTITY AND BACKGROUND
(a) T. Cartter Frierson.
(b) 1103 Tinkerbell Lane, Lookout Mountain, Georgia
30750.
(c) President, T. Cartter Frierson & Company, a
management consulting firm located at 633 Chestnut Street, Suite 850,
Chattanooga, Tennessee 37450.
(d) Mr. Frierson has not, during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Frierson has not, during the last five years,
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
(f) Mr. Frierson is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION.
On July 10, 1995, another shareholder of the Issuer
exercised a put option to sell 1,029,446 shares of Common
Stock to the Issuer. The repurchase of said shares by the
Issuer had the effect of increasing the percentage of Common
Stock beneficially owned by Mr. Frierson.
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<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, Mr. Frierson is deemed to
be the beneficial owner (pursuant to Rule 13d-3) of an
aggregate of 581,792 shares of Common Stock<F1> constituting
approximately 5.44% of the 10,690,240 shares of Common Stock<F2>
that were outstanding as of July 21, 1995, as reported by
the Issuer to Mr. Frierson. Mr. Frierson expressly disclaims
beneficial ownership of the 226,121 such shares which may be
deemed to result from the conversion of shares of Class B
Common Stock held subject to the Shareholder Agreement
discussed in Item 6 hereof, because restrictions on
transferability and withdrawal imposed by the agreement
effectively prohibit such conversion for the duration of the
agreement, absent the consent of the parties.
(b) Mr. Frierson has the sole power to vote and dispose
of 211,340 of the shares of Common Stock for which beneficial
ownership is reported<F3>.
________________________
<F1> Such 581,792 shares of Common Stock consist of:
(i) 195,662 shares of Common Stock as to which Mr. Frierson has
sole investment and sole voting power; (ii) 27,433 shares of Common
Stock owned directly by Rowena K. Frierson but subject to a
general power of attorney granted to Mr. Frierson and Daniel K.
Frierson; (iii) 132,576 shares of Common Stock owned by the wife
and children of Mr. Frierson and as to which he shares voting and
investment power; (iv) 15,678 shares of Class B Common Stock, par
value $3.00 per share (the "CLASS B COMMON STOCK") of the Issuer,
which are convertible on a share-for-share basis into shares of
Common Stock, held directly by Mr. Frierson.; (v) 40,000 shares
of Class B Common Stock held by Paul K. Frierson, Daniel K.
Frierson, and Mr. Frierson as co-trustees of the Frierson Family
Trusts; (vi) 45,304 shares of Class B Common Stock held by Paul K.
Frierson, Daniel K. Frierson, and Mr. Frierson as co-trustees of
the Special Purpose Trust of J. Burton Frierson; and (vii) 125,139
shares of Class B Common Stock owned directly by Rowena K. Frierson
but subject to a general power of attorney granted to Mr. Frierson
and Daniel K. Frierson. All such shares of Class B Common Stock
are subject to the Shareholder Agreement discussed in Item 6
hereof.
<F2> 226,121 shares of Common Stock are added to the
10,464,119 shares of Common Stock reported by the Issuer to Mr.
Frierson as outstanding as of July 21, 1995 in order to reflect
the assumed conversion of 226,121 shares of Class B Common Stock,
which are held as described in Footnote 1. As stated in Item 5(a),
Mr. Frierson expressly disclaims beneficial ownership of the 226,121
shares of Common Stock which would result from the conversion of
shares of Class B Common Stock which are subject to the Shareholder
Agreement.
<F3> Consists of (i) the 195,662 shares of Common Stock
held directly by Mr. Frierson and (ii) shares of Common Stock assumed
to result from the conversion of 15,678 shares of Class B Common Stock
held directly by Mr. Frierson. As stated in Item 5(a), Mr. Frierson
expressly disclaims beneficial ownership of the 15,678 shares of Common
Stock which would result from the conversion of these shares of Class
B Common Stock which are subject to the Shareholder Agreement.
4
<PAGE>
Mr. Frierson shares the power to vote and dispose of
370,452 of he shares of Common Stock for which beneficial
ownership is reported.
Mr. Frierson shares the power to vote and dispose of
the 27,433 shares of Common Stock and the 125,139 shares of
Class B Common Stock owned directly by Rowena K. Frierson,
who has given a general power of attorney to Mr. Frierson and
Daniel K. Frierson. Daniel K. Frierson's address is 1100 South
Watkins Street, Chattanooga, Tennessee 37404. He is Chairman
of the Board and Chief Executive Officer of the Issuer.
Rowena K. Frierson is retired and her address, for purposes of
this filing, is 1100 South Watkins Street, Chattanooga, TN
37404.
Mr. Frierson shares the power to vote and dispose of
the 132,576 shares of Common Stock owned by his wife (Patricia
B. Frierson) and children (Jennifer S. Frierson Walldorf; T.
Cartter Frierson, Jr.; and Eleanor Browne Frierson Graham).
Their address for purposes of this filing is 633 Chestnut
Street, Suite 850, Chattanooga, Tennessee 37450.
Mr. Frierson also shares the power to vote and dispose
of the 40,000 shares of Class B Common Stock held by Paul K.
Frierson, Daniel K. Frierson and Mr. Frierson as co-trustees
of the Frierson Family Trusts and the 45,304 shares of Class
B Common Stock held by Paul K. Frierson, Daniel K. Frierson
and Mr. Frierson as co-trustees of the Special Purpose Trust
of J. Burton Frierson. Paul K. Frierson's address is 1100
South Watkins Street, Chattanooga, Tennessee 37404. He is
vice president of the Issuer and president of the Issuer's
Candlewick group.
None of the aforementioned individuals have, during the
last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor
during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with
respect to such laws. All of the aforementioned individuals
are citizens of the United States of America.
(c) none.
(d) See Item 5(b).
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
All 226,121 shares of Class B Common Stock
beneficially owned by Mr. Frierson are subject to a
shareholder agreement (the "SHAREHOLDER AGREEMENT"). There is a total
5
<PAGE>
of 556,638 shares of Class B Common Stock subject
to the Shareholder Agreement. Pursuant to the terms of the
Shareholder Agreement, Daniel K. Frierson has been granted
a proxy, which expires October 2005, to vote all such
shares. The proxy is terminable under certain limited
circumstances prescribed in the Shareholder Agreement. The
Shareholder Agreement also places certain restrictions on
the transfer or withdrawal of shares of Class B Common Stock
held by the parties thereto, effectively preventing the
conversion of shares held pursuant to the Shareholder
Agreement into shares of Common Stock for the duration of the
agreement, absent the consent of the parties. Accordingly,
Mr. Frierson has expressly disclaimed beneficial ownership of
any shares of Common Stock which would result from the
conversion of shares of Class B Common Stock which are
currently held subject to the Shareholder Agreement.
The participating parties to the Shareholder Agreement
are the trusts created under the Estate of J. Burton
Frierson, the wife of J. Burton Frierson (Rowena K.
Frierson) and three of the sons of J. Burton and Rowena K.
Frierson (Mr. T. Cartter Frierson; Paul K. Frierson; and
Daniel K. Frierson).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Dixie Yarns, Inc. Class B Common Stock
Shareholders Agreement, as amended to date.
SIGNATURE
After reasonable inquiry and to the best of the
knowledge and belief of the undersigned, the undersigned
hereby certifies that the information set forth in this
Schedule 13D is true, complete and correct.
/s/ T. Cartter Frierson
_________________________________________
T. Cartter Frierson
Date: October 11, 1995
6
RENEWAL OF DIXIE YARNS, INC.
CLASS B COMMON STOCK STOCKHOLDERS AGREEMENT
WHEREAS, the Undersigned entered into the Dixie Yarns, Inc. Class
B Common Stock Shareholders Agreement (the "Shareholders
Agreement") on October 10, 1985; and
WHEREAS, the Shareholders Agreement was effective October 11,
1985; and
WHEREAS, pursuant to Article - III(1) the Shareholders Agreement
has a duration of ten (10) years; and
WHEREAS, the Undersigned are of the opinion that it is in their
mutual best interest to extend the duration of the Shareholders
Agreement; and
WHEREAS, Article - III(2) provides that the Shareholders
Agreement may be extended by written consent of the parties;
NOW, THEREFORE, in consideration of the premises and the
authority of TCA 48-17-302, the Undersigned, intending to be
legally bound, hereby extend the Shareholders Agreement for a
period of ten (10) years from October 11, 1995 unless said
Shareholders Agreement is otherwise terminated pursuant to its
terms. With the exception of extending the duration of the
Shareholders Agreement, the Undersigned hereby restate and affirm
the Shareholders Agreement in its entirety.
EFFECTIVE this 19th day of June, 1990.
/s/ Rowena K. Frierson
__________________________________
Rowena K. Frierson
/s/ J. Burton Frierson, III
__________________________________
J. Burton Frierson, III
/s/ James W. Frierson
__________________________________
James W. Frierson
/s/ Paul K. Frierson
__________________________________
Paul K. Frierson, Individually
and as co-executor of the Estate
of J. Burton Frierson, Jr.
/s/ T. Cartter Frierson
__________________________________
T. Cartter Frierson, Individually
and as co-executor of the Estate
of J. Burton Frierson, Jr.
/s/ Daniel K. Frierson
__________________________________
Daniel K. Frierson, Individually
and as co-executor of the Estate
of J. Burton Frierson, Jr.
<PAGE>
DIXIE YARNS, INC
CLASS B COMMON STOCK SHAREHOLDERS AGREEMENT
(10-11-85)
I. PURPOSE. The economic climate today, particularly in the
depressed textile industry, is dominated by corporate takeover
potential playing a major role in the corporate environment.
Uncertainty as to the future stability of an enterprise is
prevalent resulting in a negative impact upon the operations and
performance of many publicly held companies.
Participants and Proxies believe that well established
relationships among Dixie Yarns, Inc., (Dixie) its key management
group, employees, customers, suppliers and financial lenders are
founded upon a sense of future continuity and past proven
performance. These relationships are unique and valuable
especially when the textile industry is threatened by foreign
competition and takeover rumors. An ongoing atmosphere of
uncertainty would be detrimental to the economic well-being of
Dixie and would impair its ability to continue to make progress
for the benefit of its shareholders and employees.
To provide continuity in management requires unity of
purpose among controlling shareholders. A unified voice growing
out of common purposes, will enable management to avoid a
defensive posture and to concentrate its efforts on competitive
conditions. Plans for long term growth and development of Dixie,
including possible diversification, can be given full attention.
This Agreement is designed to accomplish these purposes.
Therefore, the Participants, in consideration of their mutual
promises and other valuable consideration, do agree to and with
each other as follows:
II. PROCEDURE. J. Burton Frierson, Rowena K. Frierson and their
sons, Burton, Paul, Cartter, Dan and James are the only holders
of Class B Common Stock (Class B Stock) initially eligible to
participate. Those who agree to participate in the Shareholders'
Agreement ("Agreement") ("Participants") shall deposit all of
their Class B Common Stock with the Initial Proxies, as
hereinafter defined. All Participants will execute a proxy to
the Initial Proxies (as hereinafter defined) in the form attached
to this Agreement as Exhibit A.
<PAGE>
Certificates representing shares of all Class B Stock to be
subject to this Agreement shall be deposited with the Initial
Proxies for safe keeping and in order to insure that such shares
remain subject to the Agreement. The Initial Proxies will issue
written receipts to the Participants for certificates received.
Dividends declared and paid on the Class B Stock held
subject to this Agreement (other than stock dividends, stock
splits, and newly issued shares of Class B Stock) shall be paid
directly to the Participants by Dixie. Proxy forms received by
Participants from Dixie shall be signed in blank and forwarded to
the Initial Proxies then exercising the voting rights of the
Class B Stock under this Agreement. Each Participant shall
forward to Dixie a letter advising Dixie of the execution of this
Agreement, such letter to be in the form attached hereto as
Exhibit B. Participants agree to take any and all necessary
steps to allow the Initial Proxies to perform their other duties
under this Agreement. The Proxies will be irrevocable for a
period of ten years from the date hereof except as provided
otherwise herein.
The rights of the Initial Proxies shall be limited
specifically as are forth in the Agreement (Article IV).
III. DURATION OF THE AGREEMENT.
(1) This Agreement shall continue for a period of ten (10)
years, at which time it and the proxies issued in accordance
herewith shall automatically terminate. This Agreement may be
terminated, altered or amended at any time by the written consent
of three-fourths (3/4) of the original Participants then
participating and the legal representative or designee of any
deceased Participant with such voting being pursuant to Article
X. Any proxies issued pursuant to this Agreement will
automatically terminate and become null and void upon the
termination of this Agreement.
(2) By written consent, all or any of the Participants and
the legal representative or designee of a deceased participant
may periodically elect to extend the Agreement with respect to
their shares of Class B Stock for such period of time and for
such purposes as they deem advisable subject to any legal
limitation as to duration. Any such extension shall have no
effect upon any Participant who has not elected to extend the
trust with respect to their shares.
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<PAGE>
IV. INITIAL PROXIES - RIGHTS AND DUTIES
(1) The initial Proxies shall be J. Burton Frierson and
Daniel K. Frierson (Initial Proxies). They shall have the
exclusive right to exercise jointly, either in person or by
proxy, all voting rights and powers in respect to all Class B
Stock held hereunder and to take part in any corporate or
stockholders' action of any kind whatsoever until they shall
cease serving as Initial Proxies or upon termination of this
Agreement, whichever shall first occur.
All decisions of the Initial Proxies as to how to vote the
Class B Stock held subject to this Agreement must be by unanimous
vote. Any disagreement will be resolved by a vote of all the
Participants pursuant to Article X.
(2) Upon the death, disability or removal of the Initial
Proxies, Burton Frierson, his wife, Rowena K. Frierson, and all
of their surviving children shall serve together as alternate
Proxies (Alternate Proxies). The Alternate Proxies shall then
have the exclusive right to vote jointly all Class B Stock held
under this Agreement until its termination. All such decisions
of the Alternate Proxies shall be made in the manner set forth in
Article X hereof.
In the event of the death of a Participant, the legal
representative or sole designee of such decedent shall represent
the decedent as an Alternate Proxy who shall participate in any
voting required of Alternate Proxies in accordance with the
provisions of Article X hereof.
V. SPECIAL CIRCUMSTANCES.
(1) Upon the death, incompetence, resignation or removal of
either of the Initial Proxies, Burton and Daniel, the other shall
continue to serve as Initial Proxy alone.
(2) Daniel K. Frierson shall serve as Initial Proxy only so
long as he shall continue as Chief Executive Officer, or Chairman
of the Board of Dixie, or an officer or Director of any parent or
successor of Dixie, unless the Participants voting in the manner
described in Article X agree to his continuation as Initial
Proxy.
(3) Upon the unanimous vote of all original Participants
and representatives of deceased original Participants, an Initial
Proxy shall be removed. The Initial Proxy being voted upon shall
not participate in this decision. The Proxy so
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<PAGE>
involved shall cease to serve as Initial Proxy. Such removal
shall not affect either Initial Proxy's right to serve thereafter
as Alternate Proxy hereunder.
(4) It shall be the objective of the Initial Proxies to
keep all Participants informed of major events of consequence
with respect to Dixie that would materially affect their
interests. Their ideas and suggestions may be sought and will be
given due consideration in making decisions affecting Dixie.
However, the final decision with respect to the vote of the Class
B Stock under the Agreement shall reside entirely with the
unanimous decision of the Initial Proxies so long as they or
either of them continue to serve as such.
VI. TRANSFERABILITY. The Class B Stock held under this
Agreement may not be sold, conveyed or transferred except as
herein specifically provided for until termination of this
Agreement or upon early withdrawal of the Class B Stock as
authorized herein. The Class B Stock shall also remain subject
to the transferability restrictions set forth in Article Fourth
of the Amendment to the Charter of Dixie approved by the
Shareholders at its Annual Meeting in April of 1985. Any Class B
Stock transferred shall be subject to the transferee executing a
document acknowledging and agreeing that the Class B Stock being
received shall continue to be held by and be subject to the
Agreement. No such transferee or his or her representatives,
successors or assigns, other than a fiduciary or sole designee of
a deceased Participant, shall be entitled to serve as an
Alternate Proxy under this Agreement as a result of the transfer
and none of such persons will be entitled to participate in any
manner in the decisions respecting the vote of the Class B Stock
being held under this Agreement as a result of the transfer
unless such designee is then a Participant herein.
When and if Class B Stock held subject to this Agreement is
sold or transferred to another Participant such stock shall
continue to be held subject to the terms hereof. However, should
such stock be transferred to a person not then a Participant in
this agreement receipt of such Stock shall not have the effect of
making such person a Participant to this Agreement. Such stock
when so acquired shall upon transfer automatically remain subject
to the terms of this Agreement.
When and if stock not subject to this Agreement is purchased
or otherwise acquired by any Participant such stock shall upon
effective transfer become subject to the terms of this Agreement.
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<PAGE>
When and if upon the death of a Participant Class B Stock is
transferred to an executor, trustee or beneficiary of the estate
of such Participant, such stock shall continue to be held by the
transferee subject to the terms hereof.
A Participant's interest in the Class B Stock may be pledged
as collateral for a loan; however, the pledge of such shares
shall be subject to this Agreement, and such right is conditioned
upon the lender executing a document acknowledging and agreeing
that the stock so pledged shall continue to be held by and be
subject to the terms of this Agreement.
VII. EARLY WITHDRAWAL. A Participant may be allowed to withdraw
some or all of his Class B Stock held pursuant to the Agreement
in the event of personal need or unusual circumstances upon the
approval of two-thirds (2/3) in interest of the other
Participants. Any withdrawal of Stock held may be conditioned
upon the withdrawing Participant agreeing to abide by such terms
and conditions as shall be established by the other Participants.
The Participants so deciding as provided in Article X may also
refuse to allow any withdrawal of Stock, with or without cause.
VIII. EARLY TERMINATION. Upon the death, inability to perform
the duties of Initial Proxy, or resignation of both Burton and
Daniel this Agreement shall terminate automatically two (2) years
thereafter unless it terminates by its terms at an earlier date
or sooner termination is approved by a unanimous vote of the
Alternate Proxies.
IX. RESIGNATION. Either Initial Proxy may resign at any time
upon delivery of a letter of resignation to all the Participants.
X. VOTING BY ALTERNATE PROXIES OR PARTICIPANTS ACTING AS SUCH.
All decisions required herein shall be by the majority of the
total number of Class B common shares subject to this agreement
voting on such decision with each Participant voting the number
of shares subject to this Agreement owned by the Participant.
Should a gift occur of such shares to a child of a Participant
such shares shall continue to be voted by such donor. All voting
shall follow the procedure described here in except when
specifically provided to the contrary.
XI CAPTIONS. The captions and headings of the paragraphs of
this Option Agreement are inserted for convenience only and shall
not be considered in construing the provisions of this
instrument.
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<PAGE>
XII. SPECIFIC PERFORMANCE. The parties agree that there is no
adequate remedy at law for breach of this contract and
acknowledge that each party is entitled to sue for specific
performance. However, this shall not be the exclusive remedy
of either party, and the remedies to which the parties are
entitled shall be deemed cumulative.
XIII. SEVERABILITY. If any term of this Agreement shall be held
invalid, illegal or unenforceable in whole or in part, neither
the validity of the remaining part of such term nor the validity
of any other term of this Agreement shall in any way be affected.
XIII. GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the State of Tennessee,
AGREED TO this 10th day of October, 1985.
/s/ J. Burton Frierson, Jr.
______________________________
J. Burton Frierson, Jr.
/s/ Rowena K. Frierson
______________________________
Rowena K. Frierson
/s/ J. Burton Frierson, III
______________________________
J. Burton Frierson, III
/s/ Paul K. Frierson
______________________________
Paul K. Frierson
/s/ T. Cartter Frierson
______________________________
T. Cartter Frierson
/s/ Daniel K. Frierson
______________________________
Daniel K. Frierson
/s/ James Frierson
______________________________
James Frierson
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<PAGE>
LIST OF OMITTED EXHIBITS AND SCHEDULES
The Reporting Person hereby undertakes to file supplementally, upon the
request of the Commission's Staff, any of the exhibits or schedules to this
document listed below which have been omitted from this filing.
EXHIBIT A IRREVOCABLE PROXY
EXHIBIT B NOTICE TRANSMITTING IRREVOCABLE PROXY
SCHEDULE OF CLASS B COMMON STOCK SHARES HELD IN VOTING TRUST
